PLEASE READ THIS LEGAL DOCUMENT CAREFULLY. Proactive Edge, Inc. (together with our affiliates, "Proactive", "we", or "us") provides personalized online sports performance training and related products, services, content and features through: (i) Proactive websites, (the "Proactive Site(s)"), (ii) Proactive's training locations (including mobile facilities and experiential events), (iii) mobile, desktop, or device applications operated by Proactive (including iOS and Android applications requiring a Proactive account to access exercises, content, and features, such as Proactive SPX) ("Apps") and (iv) Proactive-controlled social media pages (including on Meta, Instagram, Spotify and X). To make these Terms of Service (the "Terms") easier to read, the Proactive Sites, Apps and Proactive-controlled social media pages are collectively called the "Proactive Service" or "the Services". We personalize content and features as part of the Services to improve your experience, including showing you recommendations in the Service that might be of interest to you. By registering as a Proactive Member or by visiting, browsing, or using the Proactive Service in any way, you (as a "user") accept and agree to be bound by these Terms, which form a binding agreement between you and Proactive.

PLEASE READ: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 20). READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 20 BELOW, OR WHERE PROHIBITED BY LAW, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND PROACTIVE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If you do not wish to be bound by these Terms, you may not access or use the Proactive Service. Certain elements of the Proactive Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the Proactive Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

Membership Holder Age Requirement. You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to purchase a Proactive membership subscription, either for yourself or on behalf of another Member.

Age Requirement. You must be at least 13 years old to become a Member (as defined in the Membership Terms below). If you are a parent or legal guardian of a Member or a Proactive free account holder under the age of 18 years old, you are subject to these Terms and responsible for that Member's or Proactive free account holder's activity on the Proactive Service by allowing them to use the Proactive Service.  All individuals under 18 years of age must have permission to participate from a parent or legal guardian who will provide supervision.

We may, in our sole discretion, refuse to offer the Proactive Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the Proactive Service is revoked where these Terms or use of the Proactive Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the Proactive Service is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.

License. Subject to your compliance with these Terms and solely for so long as you are permitted by us to access and use the Proactive Service, Proactive grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Proactive Service for your own personal, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license includes the right to view Content (defined below) available on the Proactive Service and the right to download one copy of the application to any single device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or Proactive.

Restrictions. Except as expressly permitted in writing by an authorized representative of Proactive, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the Proactive Service, nor will you take any measures to interfere with or damage the Proactive Service. Unless otherwise specified in writing, copying or modifying any Content, using Content to train artificial intelligence models or systems, or using Content for any purpose other than your personal, non-commercial use of the Proactive Service, including use of any such Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by Proactive in these Terms are reserved.

1. What information we may collect about you;
2. What we use that information for; and
3. With whom we share that information.

To enjoy full access to the Proactive Service, you must register as a member of the Proactive Service and enter into a subscription agreement for access to our live and on-demand classes, Content, and features (a "Subscription"). Your Subscription is also governed by the Membership Terms below. You must provide complete and accurate registration information to Proactive, complete the Subscription process, and notify us if any of your information changes. If you fail to keep your account information up to date, we may have to suspend or terminate your Subscription.

Profile Information and Picture. You may not use someone else's name or any name, location, or other public profile information, or image that violates any third-party rights, is against the law, or is offensive, obscene, or otherwise objectionable (in Proactive's sole discretion).

Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You may not allow others to use your account; this includes furnishing your username and password to third-party developed applications to connect to your account for any reason. You must safeguard the confidentiality of your password, and if you are using a device that others have access to, log out of your account after using the Proactive Service. If you become aware of unauthorized access to your account, change your password and notify our Support team immediately.

By purchasing or using a Proactive Membership, you agree to the following terms and conditions.

A Proactive "Member" is any individual with a paid Proactive subscription who accesses the Proactive Service via their Proactive account credentials for personal, non-commercial use. The term "Member" does not include individuals with a Proactive free account or individuals who access Proactive Content without Proactive credentials. . A Proactive App "Membership" is the membership currently known as the Proactive SPX Membership and any other membership offerings that Proactive may make available from time to time.  A Proactive App Membership can be purchased via a third-party app provider where Proactive makes the Proactive App available (e.g., Apple App Store or Google Play Store). 

Billing Cycles and Auto-Renewal. 

Any Proactive Membership cycle recurs on a monthly or annual basis, as applicable, until it is canceled in accordance with these Membership Terms. Billing occurs at the beginning of the Membership cycle and provides access for one month or one year after that, as applicable. By purchasing a Proactive Membership, you acknowledge that your Proactive Membership has recurring payment features and accept responsibility for all recurring payment obligations of your Proactive Membership by you or Proactive.

Other Offers. Proactive may offer additional promotions or discounts related to Proactive Memberships from time to time. Please read the details of those offers carefully, as any additional terms presented during the signup process will form part of these Membership Terms. Unless specified in writing, all discount offers that require payment are non-refundable (including but not limited to annual Proactive subscriptions). Any trial or other promotion must be used within the specified time frame of the trial or promotion. You may be required to have a valid payment method on file to initiate a trial; in this case, if you do not cancel before your trial period ends, your account will be converted to a paid Proactive Membership and charged per these Membership Terms.

Committed Membership Periods. If you purchase and opt into an offer for a Proactive Membership that requires a committed Proactive Membership subscription period of longer than one month (for example, an annual membership) ("Committed Membership Period"), you agree to pay the fee specified for such Proactive Membership for the duration of your Committed Membership Period in accordance with the Termination or Cancellation of Subscription and Payment sections set forth below in these Membership Terms. The Committed Membership Period shall be considered the full billing cycle for your Proactive Membership, for which you are liable even if you pay the fee on a month-to-month basis.  For any Committed Membership Period, no less than fifteen (15) days and no more than forty-five (45) days before your Subscription term ends, or otherwise in accordance with applicable law, Proactive will send you a renewal reminder with the then-current Subscription Fee, along with other relevant terms.

Prepaid, Gift, and Promotional Activation Codes. You may be given the opportunity to prepay for a period of one or more months of your Proactive Membership, or your Proactive Membership may have been paid for with an Activation Code with a set prepaid period at the time of Proactive Membership activation. At the conclusion of a prepaid period, unless you cancel prior to renewal and to the extent permitted by applicable law, your Proactive Membership will automatically continue on a month-to-month basis at the then-existing non-promotional price for your Proactive Membership. A Proactive Member who activates a Proactive Membership with an Activation Code will be required to complete Account Registration (as provided below), provide all required information, including up-to-date billing information at the time of activation, and otherwise comply with the Proactive Terms of Service, including these Membership Terms. Failure to provide all required Account Registration information will prevent you from successfully activating your Membership or using your Activation Code. Activation Codes have no cash value, even if tied to a set prepaid Membership period. Activation Codes have no property value. Activation Codes cannot be purchased or sold, redeemed for cash or credit or any other monetary value or currency, or used to pay debts. Activation Codes may not be assigned, transferred, traded, or pledged to any third party by the recipient except as may be expressly authorized by Proactive. Activation Codes cannot be transferred by operation of law, such as by inheritance, in bankruptcy, or in connection with a divorce. Activation Codes that are sold, transferred, or assigned may be rescinded, voided, or confiscated at Proactive's discretion. Activation Codes are available only to the designated recipient at the time of issuance of the Activation Code and only if the recipient completes Account Registration and otherwise consents to and complies with the Proactive Terms of Service, including these Membership Terms. Proactive will decide disputes as to the owner of the Activation Code in its sole and absolute discretion.

Account Registration. You can register by successfully completing a Proactive purchase, including with an Activation Code, or by creating an account on the Proactive Site, or a Proactive App, as further described in our Terms of Service. All information you provide must be accurate, including your name, address, credit, debit, or charge card numbers, expiration dates, and any other payment information. You are responsible for keeping such information up-to-date and must provide changes promptly to your account page. Proactive's use of your information is governed by our Privacy Policy. YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD.

Cancellation of Proactive Membership. If you cancel your Proactive Membership, you may use your Proactive Membership until the end of the then-current period, and your Proactive Membership will not be renewed after that period expires. However, you will not be eligible for a prorated refund of any portion of the Proactive Membership fee paid for the then-current Proactive Membership period. You will remain responsible for any outstanding fees for the remainder of the Committed Membership Period following any cancellation.

Suspension/Termination by Proactive. Proactive may immediately terminate or suspend your account and all or a portion of your Membership or your access to the Proactive App without notice if:

• your payment is overdue (provided that we will use reasonable efforts to notify you of the overdue payment before we terminate or suspend);
• you provide false or inaccurate information;
• you violate these Terms of Service or any other Proactive rules or agreements then in effect;
• you engage in conduct that is a violation of any applicable law or tariff (including, without limitation, copyright and intellectual property laws); or
• if you engage in conduct that is threatening, abusive, or harassing to Proactive employees, agents, or other Proactive users, including, for example, making threats to physically harm or damage property.

If we terminate or suspend any of your Proactive Memberships or access to the Proactive App, your license to use any software or content provided in connection with the Proactive Membership is also terminated or suspended (as applicable). If your Proactive Membership or access to the Proactive App is terminated, Proactive has the right to immediately delete all data, files, and other information stored in or for your account without further notice. You must pay all charges up to and including the date of termination or suspension. In the case of a Committed Membership Period, you must pay all fees up to and including the last date of the Committed Membership Period. Should you wish to resume your Proactive Membership after any suspension, a restoration of service fee may apply. This fee includes all past-due unpaid charges and other fees.

Amount to be Charged. Proactive Members agree to pay the fee specified when they purchased their Proactive Membership (plus any applicable taxes and other charges). If the amount to be charged varies from the amount pre-authorized (other than due to the imposition of, or change in, applicable sales tax), Proactive Members have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction, unless applicable law requires Proactive Members to consent to the change in price expressly. Any agreement you have with your payment provider governs your use of your specified payment method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. Your failure to terminate and/or continued use of your Proactive Membership (including continued use of your Proactive Membership following the expiration of an Activation Code) reaffirms that we are authorized to charge you for that Proactive Membership. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you.

Billing Authorization. You may be asked to provide a payment method (such as a credit, charge, or debit card number) that we accept, along with other payment information, to activate your Proactive Membership, including Proactive Memberships paid for with an Activation Code, along with other payment information. You represent and warrant that you have the legal right to use all payment method(s) you provide us. Your authorizations in this section also apply to our payment processors and other companies acting as billing agents for us. You hereby authorize us to charge your specified payment method on a monthly or annual basis, as applicable, in line with your Proactive Membership cycle or Committed Membership Period, in advance, for your Proactive Membership(s) and/or to place a hold on your payment method for any unpaid charges for your Proactive Membership(s). You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt. You agree that these Membership Terms shall be accepted as authorization to the issuer of the payment method to pay any amounts described herein without requiring a signed receipt from you. You authorize us to continue to attempt to charge and/or place holds for all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request, and at any time, the information you previously provided is no longer valid. You acknowledge and agree that neither Proactive nor any Proactive agent will have any liability whatsoever for any insufficient funds or other charges incurred by you due to attempts to charge and/or place holds on your specified payment method as contemplated by these Membership Terms. If you provide a debit card number instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number.

Third-Party Payment Processors. You agree to pay us, through our payment processors, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms presented to you at the time of purchase. You agree to make payment using the payment method you provide when you set up your account. We reserve the right to correct or instruct our payment processors to correct any errors or mistakes, even if payment has already been requested or received.

Bill Inquiries and Refunds. If you believe you have been billed in error for a Proactive Membership, please notify us within 30 days of the billing date by visiting our Contact Us page. Proactive will not issue refunds or credits after the expiration of this 30-day period, except where required by applicable law.

Proactive will provide information on its Subscription requirements on the Proactive Site and/or by other means through the Proactive Service. Features and prices are subject to change.

Proactive accepts orders for Proactive exercise and training products, other equipment, Memberships, and accessories that we may offer through the Proactive Site. Unfortunately, the availability of products cannot be guaranteed. Please note that products, services, and other information provided are subject to corrections and changes without notice. In addition, advertising depictions, graphics, and diagrams are for illustrative purposes only and may not accurately reflect actual product or component availability. Colors, styles and other variants depicted are for illustration only and are subject to change. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions.

Unless otherwise specified at the time of purchase, you must pay for products when you place the order. All products ordered will be delivered to the shipping address you provide. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to our delivery of the product(s) and receipt of payment in full from you, provided that we will refund any fees that you prepaid for those products if we cancel. We may send an acknowledgment of receipt of your order to the email address you provide and/or proof of purchase information through the Proactive Site or to your email address after your payment has been processed. Orders will be subject to the limited warranty and return policies described at point of purchase.

Term. These Terms begin on the date you first use the Proactive Service and continue as long as you have an account with us and/or continue to use the Proactive Service.

Termination. Proactive may, in Proactive's sole discretion, suspend, disable, or delete your account (or any part thereof) or block or remove any User Content (defined below) that you submitted, for any lawful reason, including if Proactive determines that you have violated these Terms or that your conduct or User Content would tend to damage Proactive's reputation or goodwill. Proactive may block your access to the Proactive Service to prevent re-registration.

Effect of Termination / Account Deletion. Upon termination of these Terms all licenses granted by Proactive will terminate. The following sections survive termination: Privacy (Section 3), User Content (Section 8), Indemnification (Section 12), No Warranties (Section 15), Limitation of Liability (Section 16), Safety Warnings (Section 17), Intellectual Property (Section 18), Arbitration Requirement & Class Action Waiver (Section 20), Contracting Entities, Governing Law and Jurisdiction (Section 21), and all general provisions. In the event of account deletion for any reason, User Content may no longer be available and Proactive is not responsible for the deletion or loss of such User Content. For clarity, if you cancel your Subscription or it is terminated for any reason, you will lose access to all live and on-demand classes and any other Content or features provided through the Proactive Service. Proactive, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of that Content is governed by these Terms.

"Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Proactive Service. "User Content" means any content that users (including you) provide to be made available through the Proactive Service. Content includes, without limitation, User Content.

Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules, and regulations. You acknowledge that all Content, including User Content, accessed by you using the Proactive Service is at your own risk, and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties, or guarantees with respect to any Content that you access on or through the Proactive Service.

As between you and Proactive, you represent that you own (or have all rights necessary to grant Proactive the rights below to) all User Content that you submit to the Proactive Service and that Proactive will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant Proactive a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called "moral rights" or rights of privacy or publicity in your User Content. You further grant all users of the Proactive Service permission to view your User Content for their personal, non-commercial purposes. If you make suggestions to Proactive or through the Proactive Service about improving or adding new features or products to the Proactive Service or you otherwise provide feedback, product or service reviews, or testimonials, you hereby grant to Proactive a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit your suggestions, feedback, reviews, and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed, and copies of your User Content may continue to exist on the Proactive Service. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights in App Granted. Subject to your compliance with these Terms, Proactive grants to you a limited, non-exclusive, non-transferable, revocable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not:

1. copy, modify, or create derivative works based on the App;
2. distribute, transfer, sublicense, lease, lend or rent the App to any third party;
3. reverse engineer, decompile, or disassemble the App; or
4. make the functionality of the App available to multiple users through any means.

Proactive reserves all rights in and to the App not expressly granted to you under these Terms.

Accessing App from an App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an "App Provider"). You acknowledge and agree that:

1. These Terms are between you and Proactive, and not with the App Provider, and Proactive (not the App Provider), is solely responsible for the App.
2. The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
3. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Proactive.
4. The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to:
1. product liability claims;
2. any claim that the App fails to conform to any applicable legal or regulatory requirement; and
3. claims arising under consumer protection or similar legislation.
5. In the event of any third party claim that the App or your possession and use of that App infringes that third party's intellectual property rights, Proactive will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.
6. The App Provider and its affiliates are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
7. You represent and warrant that
1. you are not located in a country or region that is subject to a U.S. Government embargo, or comprehensive economic sanctions, that has been designated by the U.S. Government as a terrorist-supporting country;
2. you are not the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using Proactive Services;
3. you agree to comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including Proactive Services), technology, and services;
4. you are not listed in any U.S. Government list of denied, prohibited or restricted parties, in particular the Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List;
5. you are not an individual or associated with an entity designated under the UK's Terrorist Asset-Freezing, etc. Act 2010 (TAFA 2010); and
6. you are not otherwise subject to or affected in any way by any national security or terrorism related rules, whether applicable to you personally or to your location or other circumstances.
8. You must also comply with all applicable third-party terms of service when using the App.

You agree not to do any of the following:

1. Post, upload, publish, submit, or transmit any User Content or engage in any activity that:
1. infringes, misappropriates, or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
2. violates or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability;
3. is fraudulent, false, misleading, or deceptive;
4. is defamatory, obscene, pornographic, vulgar, or offensive;
5. promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
6. is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity;
7. exploits minors or
8. promotes illegal or harmful activities or substances;
2. Download and/or install any third party software and/or application on any Proactive hardware (excluding assistive technologies that are necessary for your own use of the Proactive Service, such as screen-readers) that is not expressly permitted by Proactive in writing;
3. Use, display, mirror or frame the Proactive Service or any individual element within the Proactive Service, Proactive's name, any Proactive trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Proactive's express written consent;
4. Access, tamper with, or use non-public areas of the Proactive Service, Proactive's computer systems, or the technical delivery systems of Proactive's providers;
5. Attempt to probe, scan or test the vulnerability of any Proactive system or network or breach any security or authentication measures;
6. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Proactive or any of Proactive's providers or any other third party (including another user) to protect the Proactive Service or Content;
7. Bypass any territorial restrictions, including IP address-based restrictions that may be applied to the Proactive Service;
8. Attempt to access, scrape or search the Proactive Service or Content or download Content from the Proactive Service, including through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by Proactive or other generally available third-party web browsers;
9. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;
10. Use any meta tags or other hidden text or metadata utilizing a Proactive trademark, logo URL, or product name without Proactive's express written consent;
11. Use the Proactive Service or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by Proactive;
12. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Proactive Service or Content to send altered, deceptive, or false source-identifying information;
13. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Proactive Service or Content;
14. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Proactive Service;
15. Collect or store any personally identifiable information from the Proactive Service from other users of the Proactive Service without their express permission;
16. Copy, use, index, disclose or distribute any information or data obtained from the Proactive Service, whether directly or through third parties (such as search engines), without Proactive's express written consent;
17. Alter, replicate, store, distribute, or create derivatives from the Content available via the Proactive Service except as expressly permitted in writing by Proactive;
18. Impersonate or misrepresent your affiliation with any person or entity;
19. Access, use, or exploit the Proactive Service in any manner (other than as expressly permitted by these Terms), including to build, develop (or commission the development of), replicate, or consult upon any product or service that may compete (directly or indirectly) with Proactive or the Proactive Service;
20. Violate any applicable law or regulation; or
21. Encourage or enable any other individual to do any of the foregoing.

Although we're not obligated to monitor access to or use of the Proactive Service or Content or to review or edit any User Content, we have the right to do so for the purpose of operating the Proactive Service, to ensure compliance with these Terms, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the Proactive Service and Proactive's systems. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Proactive Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

When interacting with other Proactive members, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don't know. Your participation, correspondence or personal or business dealings with any third party found on or through the Proactive Service, whether regarding payment or delivery of specific goods and services, donations or fundraisers, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Proactive is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings. In addition, when visiting or taking classes at any of our studios, please be advised that Proactive is not responsible for any lost or stolen items and that visitors, guests and members are required to adhere to then-current policies in place at that studio and the directions of that studio's employees and representatives.

You agree to indemnify, defend, and hold harmless Proactive and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to

1. your activities on the Proactive Service,
2. any User Content submitted by or on behalf of you or
3. your violation of these Terms.

Downloading and/or installing any third party software and/or applications that are not expressly authorized by Proactive on any Proactive hardware constitutes a breach of these Terms; any such downloading or installation is done at your own risk and may void any applicable warranty or support commitments by Proactive.

Proactive reserves the right to modify the Proactive Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the Proactive Service, at any time, in its sole discretion. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Proactive Service. Proactive has no obligation to screen or monitor any Content and does not guarantee that any Content available on the Proactive Service is suitable for all users or that it will continue to be available for any length of time.

Proactive provides the Proactive Service on an "AS IS" and "AS AVAILABLE" basis. You therefore use the Proactive Service at your own risk. Other than as expressly provided in writing by Proactive in connection with your purchase of a Proactive product, to the extent permitted by law, Proactive expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law. Without limiting the foregoing, Proactive makes no representations or warranties:

1. That the Proactive Service is or will be permitted in your jurisdiction;
2. That the Proactive Service will be uninterrupted or error-free;
3. Concerning any Content, including User Content;
4. Concerning any third party's use of User Content that you submit;
5. That the Proactive Service will meet your personal or professional needs;
6. That Proactive will continue to support any particular feature of the Proactive Service; or
7. Concerning sites and resources outside of the Proactive Service, even if linked to from the Proactive Service.

To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE Proactive SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

To the fullest extent permitted by law:

1. Proactive shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, economic or pure economic losses, goodwill, use, data, service interruption, computer damage, system failure, inability to use the Proactive Service or Content or other intangible losses, even if a limited remedy set forth herein is found to have failed its essential purpose; and
2. Proactive's total liability to you for all claims, in the aggregate, will not exceed the amount actually paid by you to Proactive over the 12 months preceding the date your first claim(s) arose.

If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation does not apply to you. To the extent that one or any aspect of Proactive's limitations set out above does not apply, all remaining aspects survive. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Proactive and you.

THE PROACTIVE SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN OR GENERAL PRACTITIONER BEFORE BEGINNING A NEW EXERCISE PROGRAM. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE PROACTIVE SITE OR HEARD ON THE PROACTIVE SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE PROACTIVE SERVICE IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE.

NOTHING STATED OR POSTED ON THE PROACTIVE SITE OR AVAILABLE THROUGH ANY PROACTIVE SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THESE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. THE PROACTIVE SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, PROACTIVE MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE PROACTIVE SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

You acknowledge that the Proactive Service contains software and other content that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Proactive-generated content, and content provided to Proactive by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide; further, as between you and Proactive, Proactive own intellectual property rights in the selection, coordination, arrangement and enhancement of all content in the Proactive Service.

• Your name, address, telephone number, and email address.
• A description of the copyrighted work that you claim has been infringed.
• A description of where on the Proactive Site the material that you claim is infringing may be found, sufficient for Proactive to locate the material (e.g., the URL).
• A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
• A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
• Your electronic or physical signature.

You may submit this information, or any counter-notice, via:

Offline, to:

Proactive Edge, Inc.

31425 Agoura Rd., Westlake Village, California 91361

Attn: President

If properly notified that any materials infringe a third party’s copyright, Proactive will promptly remove such materials from the Proactive Site in accordance with the U.S. Digital Millennium Copyright Act or equivalent laws which are applicable in other jurisdictions. In addition, Proactive may, when appropriate, terminate the accounts of repeat copyright infringers.

Proactive may disclose any communications, including your contact information, concerning DMCA or other applicable copyright notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.

These Terms shall be governed by the laws of the State of California, United States of America, without regard to principles of conflicts of law. 

Subject to the agreements in Section 20 above, exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the state and federal courts located in Los Angeles, California, United States of America, and you consent to the jurisdiction of those courts.

Headings are for convenience only and shall not be used to construe these Terms. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms. No failure or delay by Proactive in exercising any right hereunder will waive any further exercise of that right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Proactive. Proactive's rights and remedies hereunder are cumulative and not exclusive.

These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or transfer these Terms without Proactive's prior written consent. Proactive may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.

You consent to receive all communications including notices, agreements, disclosures, or other information from Proactive electronically. Proactive may communicate by email or by posting to the Proactive Service. For support-related inquiries, you may email Support. For all other notices to Proactive, write to the following addresses:

Proactive Edge, Inc.

31425 Agoura Rd., Westlake Village, California 91361

Attn: President

Nothing in these Terms or otherwise limits Proactive's right to object to subpoenas, claims, or other demands.

We may update these Terms at any time, in our sole discretion. If we do so, we'll let you know by, at a minimum, posting the updated Terms (as indicated by a revised "Last Updated" date at the top of this page) on the Proactive Site and/or through the Proactive Service. Modifications will be effective on the date that they are posted to the Proactive Site. It's important that you review the Terms whenever we update them before you use the Proactive Service. If you continue to use the Proactive Service after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don't agree to be bound by the updated Terms, then, except as otherwise provided in Section 20(9) "Effect of Changes on Arbitration," you may not use the Proactive Service anymore. Because the Proactive Service is evolving over time we may change or discontinue all or any part of the Proactive Service, at any time and without notice, at our sole discretion.

These Terms represent the entire understanding between Proactive and you regarding the Proactive Service or Content and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Neither Party shall be liable for any failure or delay in performance under these terms (other than for delay in the payment of money due and payable in accordance with these terms) for causes beyond the party's reasonable control and not caused by that party's fault, or negligence, including, but not limited to, "acts of God", acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.